(a)
Optional Prepayments. Each
Borrower shall have the right at any time and from time to time to prepay any
Borrowing in whole or in part, subject to the requirements of this Section; provided
that the Company or the applicable Subsidiary Borrower shall not have the right
to prepay any Competitive Loan without the prior consent of the Lender thereof.

(b)
Mandatory Prepayments.

(i)
Determination of Amount Outstanding.
On each Quarterly Date and promptly upon the receipt by the Administrative
Agent of a Currency Valuation Notice, the Administrative Agent shall determine (A) the
sum of the total Credit Exposures plus the aggregate principal amount of
outstanding Competitive Loans and (B) the aggregate Dollar Amount of all
Syndicated Loans, Competitive Loans and Letters of Credit denominated in any
Agreed Foreign Currency. Upon making
such determination, the Administrative Agent shall promptly notify the Lenders
and the Company thereof.

(ii)
Prepayment. If, on the date of
such determination, (A) the sum specified in clause (A) of such
preceding paragraph exceeds 105% of the total Commitments as then in effect, (B) the
amount specified in clause (B) of the immediately preceding paragraph
exceeds $150,000,000 or (C) the amount specified in said clause (A) in
respect of Letters of Credit exceeds $150,000,000, the Borrowers shall, on the
date of such determination, prepay the Syndicated Loans, the Swingline Loans
and/or Competitive Loans (and/or provide cover for LC Exposure as
specified in Section 2.06(k)) in such amounts as shall be necessary so
that after giving effect thereto such condition no longer exists.

For
purposes hereof, Currency Valuation Notice means a notice given by the
Required Lenders or by any Issuing Lender to the Administrative Agent stating
that such notice is a Currency Valuation Notice and requesting that the
Administrative Agent determine (A) the sum of the total Credit Exposures plus
the aggregate principal amount of outstanding Competitive Loans and (B) the
aggregate Dollar Amount of all Syndicated Loans, Competitive Loans and Letters
of Credit denominated in an Agreed Foreign Currency. Unless an Event of Default shall have
occurred and be continuing, the Administrative Agent shall not be required to
make more than one valuation determination pursuant to Currency Valuation
Notices within any three month period.
Any prepayment pursuant to this paragraph shall be applied, first,
to Swingline Loans, second, to Syndicated Loans outstanding, third,
as cover for LC Exposure and next, to Competitive Loans
outstanding.

(c)
Notices, Etc. The Company shall
notify the Administrative Agent (and, in the case of prepayment of a Swingline
Loan, the Swingline Lender) by telephone (confirmed by telecopy) of any
prepayment hereunder:

(i) in the case of prepayment of a Syndicated
Eurocurrency Borrowing or a Competitive Borrowing to the Company or a Domestic
Subsidiary Borrower

Credit Agreement

- 51 -

denominated
in Dollars, not later than 11:00 a.m., New York City time, before the date
of prepayment;

(ii) in the case of a Syndicated Borrowing or a
Competitive Borrowing denominated in a Foreign Currency, or a Syndicated
Borrowing of a Foreign Subsidiary Borrower denominated in Dollars, not later
than 11:00 a.m., London time, three Business Days before the date of
prepayment;

(iii) in the case of prepayment of an
ABR Borrowing, not later than 9:00 a.m., New York City time, on the
date of prepayment; or

(iv) in the case of prepayment of a Swingline
Loan, not later than 1:00 p.m., New York City time, on the date of
prepayment.

Each such notice shall be
irrevocable and shall specify the prepayment date, the principal amount of each
Borrowing or portion thereof to be prepaid and, in the case of a mandatory
prepayment, a reasonably detailed calculation of the amount of such prepayment;
provided that, if a notice of prepayment is given in connection with a
conditional notice of termination of the Commitments as contemplated by Section 2.09,
then such notice of prepayment may be revoked if such notice of termination is
revoked in accordance with Section 2.09.
Promptly following receipt of any such notice relating to a Syndicated
Borrowing or Competitive Borrowing, the Administrative Agent shall advise the relevant
Lenders of the contents thereof. Each
partial prepayment of any Borrowing shall be in an amount that would be
permitted in the case of a Borrowing of the same Type as provided in Section 2.02,
except as necessary to apply fully the required amount of a mandatory
prepayment. Prepayments shall be
accompanied by accrued interest to the extent required by Section 2.14 and
shall be made in the manner specified in Section 2.19(a).